NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG
KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD
BE PROHIBITED BY APPLICABLE LAW.
On 11 March 2016, Acorda Therapeutics, Inc. (Nasdaq:ACOR)
("Acorda" or the "Offeror") commenced a voluntary
public tender offer to purchase all of the issued and outstanding
shares ("Shares"), American Depositary Shares
("ADSs"), stock options ("Option Rights"), share
units ("Share Rights") and warrants ("Warrants")
(such securities, collectively, the "Equity Interests") in
Biotie Therapies Corp (Nasdaq Helsinki:BTH1V; Nasdaq:BITI)
("Biotie" or the "Company") that are not owned by
Biotie or any of its subsidiaries (the "Tender Offer"). The
initial acceptance period for the Tender Offer (the “Offer
Period”) expired on 8 April 2016.
Today, Acorda announced the closing of its purchase of the
Equity Interests tendered during the Offer Period. In accordance
with the terms and conditions of the Tender Offer, the offer
consideration was paid to the holders of Equity Interests who had
validly accepted the Tender Offer by 8 April 2016, with Equity
Interests denominated in U.S. dollars paid based on the European
Central Bank EUR/USD spot rate of 1.1396 as of the close of
business on 12 April 2016.
In order to allow holders of Equity Interests who did not tender
their Equity Interests by 8 April 2016 to accept the Tender Offer,
as announced on 13 April 2016, the Offeror has commenced a
subsequent offer period in accordance with the terms and conditions
of the Tender Offer (the “Subsequent Offer Period”). The
Subsequent Offer Period commenced at 9:30 a.m. (EET) / 2:30 a.m.
(New York Time) on 14 April 2016 and will expire at 4:00 p.m. (EET)
/ 9:00 a.m. (New York Time) on 28 April 2016.
During the Subsequent Offer Period, the Tender Offer can be
accepted in accordance with the acceptance procedures described in
the terms and conditions of the Tender Offer. The acceptance of the
Tender Offer during the Subsequent Offer Period is binding and
cannot be withdrawn. Further information and instructions can be
obtained from any branch office of the cooperative banks belonging
to the OP Financial Group or Helsinki OP Bank Ltd. or in Acorda’s
prior press releases and public filings.
As previously disclosed, Acorda intends to commence subsequent
compulsory redemption proceedings (the “Subsequent Compulsory
Redemption”) to redeem the remaining outstanding Shares
(including Shares represented by ADSs) in accordance with the
Finnish Companies Act, following which time Biotie will become a
wholly-owned subsidiary of Acorda. Upon completion of such
Subsequent Compulsory Redemption, each holder of Shares will be
entitled to payment for such Shares equal to the fair value of such
Shares as determined by an arbitral tribunal. Although holders of
ADSs will not participate directly in the Subsequent Compulsory
Redemption, subject to the terms of the ADS deposit agreement and
less any fees and expenses incurred under the ADS deposit
agreement, holders of ADSs will be entitled to receive the value
determined by the arbitral tribunal for each Share represented by
their ADSs. ADS holders may participate directly in the Subsequent
Compulsory Redemption by withdrawing the shares represented by
their ADSs from the ADS program in accordance with the terms of the
ADS deposit agreement.
Following today’s purchase of Equity Interests tendered during
the Offer Period, the ADSs may no longer meet the quantitative
requirements for continued listing on the Nasdaq Global Select
Market and Biotie’s shares and ADSs may become eligible for
deregistration under the Securities Exchange Act of 1934, as
amended. Acorda intends to apply for such deregistration and to
delist the ADSs from the Nasdaq Global Select Market as soon as
practicable once the requirements for termination of registration
and delisting are met.
INDUCEMENT EQUITY AWARDS
In connection with the closing of our Biotie tender offer, to
encourage certain employees of Biotie and its subsidiaries to
remain with Biotie following the closing, and also to encourage
certain expected new hires to join Biotie and/or one of its
subsidiaries, on the tender offer closing date we granted (or in
the case of new hires, expect to grant on the employment
commencement date) an aggregate of approximately 367,000 of the
following equity awards to up to 32 employees (including new
hires): approximately 52,000 retention restricted stock awards,
which will vest in installments of 20%, 30% and 50% on the first,
second and third anniversaries of the grant date, respectively;
approximately 270,000 of our standard new hire stock options that
vest one fourth on the first anniversary of the grant date, and
thereafter over three years in equal quarterly installments; and
45,000 of our standard new hire restricted stock awards that vest
in equal installments on the first four anniversaries of the grant
date. The foregoing equity awards have been or will be granted as
“inducement awards” outside of our stockholder-approved 2015
Omnibus Incentive Compensation Plan consistent with applicable
NASDAQ rules.
About Acorda Therapeutics
Founded in 1995, Acorda Therapeutics is a biotechnology company
focused on developing therapies that restore function and improve
the lives of people with neurological disorders.
Acorda has an industry leading pipeline of novel neurological
therapies addressing a range of disorders, including Parkinson's
disease, epilepsy, post-stroke walking deficits, migraine, and
multiple sclerosis. Acorda markets three FDA-approved therapies,
including AMPYRA® (dalfampridine) Extended Release Tablets, 10
mg.
For more information, please visit www.acorda.com.
About Biotie Therapies
Biotie is a biopharmaceutical company focused on products for
neurodegenerative and psychiatric disorders. Biotie's development
has delivered Selincro (nalmefene) for alcohol dependence, which
received European marketing authorization in 2013 and is currently
being rolled out across Europe by partner H. Lundbeck A/S. The
current development products include tozadenant for Parkinson's
disease, which is in Phase 3 development, and two additional
compounds which are in Phase 2 development for cognitive disorders
including Parkinson's disease dementia, and primary sclerosing
cholangitis (PSC), a rare fibrotic disease of the liver.
For more information, please visit www.biotie.com.
Forward-Looking Statements
This press release includes forward-looking statements. All
statements, other than statements of historical facts, regarding
management's expectations, beliefs, goals, plans or prospects
should be considered forward-looking. These statements are subject
to risks and uncertainties that could cause actual results to
differ materially, including: the ability to realize the benefits
anticipated from the Biotie and Civitas transactions, among other
reasons because acquired development programs are generally subject
to all the risks inherent in the drug development process and our
knowledge of the risks specifically relevant to acquired programs
generally improves over time; the ability to successfully integrate
Biotie's operations and Civitas' operations, respectively, into our
operations; we may need to raise additional funds to finance our
expanded operations and may not be able to do so on acceptable
terms; our ability to successfully market and sell Ampyra in the
U.S.; third party payers (including governmental agencies) may not
reimburse for the use of Ampyra or our other products at acceptable
rates or at all and may impose restrictive prior authorization
requirements that limit or block prescriptions; the risk of
unfavorable results from future studies of Ampyra or from our other
research and development programs, including CVT-301, Plumiaz, or
any other acquired or in-licensed programs; we may not be able to
complete development of, obtain regulatory approval for, or
successfully market CVT-301, Plumiaz, any other products under
development, or the products that we would acquire if we complete
the Biotie transaction; the occurrence of adverse safety events
with our products; delays in obtaining or failure to obtain and
maintain regulatory approval of or to successfully market Fampyra
outside of the U.S. and our dependence on our collaborator Biogen
in connection therewith; competition; failure to protect our
intellectual property, to defend against the intellectual property
claims of others or to obtain third party intellectual property
licenses needed for the commercialization of our products; and
failure to comply with regulatory requirements could result in
adverse action by regulatory agencies.
Additional Information
Investors and holders of Biotie equity securities are strongly
advised to read the tender offer statement, including the offer to
purchase, letter of transmittal, acceptance forms and other related
tender offer documents and the related solicitation/recommendation
statement on Schedule 14D-9 that have been filed by Biotie with the
SEC, because contain important information. These documents are
available at no charge on the SEC's website at www.sec.gov. In
addition, a copy of the Tender Offer Document and related documents
may be obtained free of charge by directing a request to us at
www.acorda.com or Office of the Corporate Secretary, 420 Saw Mill
River Road, Ardsley, New York 10502.
In addition to the Schedule TO, we file annual, quarterly and
special reports, proxy statements and other information with the
SEC. You may read and copy any reports, statements or other
information filed by us at the SEC public reference room at 100 F
Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference
room. Our filings with the SEC are also available to the public
from commercial document-retrieval services and at the website
maintained by the SEC at www.sec.gov.
THE TENDER OFFER WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN
ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS
PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR
REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE
UNDERTAKEN IN FINLAND AND THE UNITED STATES.
IN ADDITION, THE TENDER OFFER DOCUMENT, THE RELATED DOCUMENTS
AND THIS RELEASE WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR
TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY
APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE,
DIRECTLY OR INDIRECTLY, IN OR INTO, CANADA, JAPAN, AUSTRALIA, SOUTH
AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE ACCEPTED BY ANY
SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN CANADA, JAPAN,
AUSTRALIA, SOUTH AFRICA OR HONG KONG.
This release is for informational purposes only and does not
constitute a tender offer document or an offer, solicitation of an
offer or an invitation to a sales offer. Potential investors in
Finland shall accept the Tender Offer only on the basis of the
information provided in the tender offer document, as supplemented,
approved by the Finnish Financial Supervisory Authority and related
materials.
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version on businesswire.com: http://www.businesswire.com/news/home/20160418006115/en/
Acorda Therapeutics, Inc.Felicia Vonella, +
1-914-326-5146Investor Relationsfvonella@acorda.com
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